Exhibit 10.16


 


THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NUGENE INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to Purchase up to 61,111 Shares of
Common Stock of

NUGENE INTERNATIONAL, INC.

(subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No. RBW-1	Issue Date:  December 9, 2015


 


NUGENE
INTERNATIONAL, INC., a corporation organized under the laws of Nevada (the “Company”), hereby certifies that,
for value received, RBW, INC., or assigns (the “Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time, up to 61,111 fully
paid and nonassessable shares of Common Stock (as hereinafter defined), par value of $0.0001 per share, at the applicable Exercise
Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per
share are subject to adjustment as provided herein.


 


This Warrant has been
issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of December 9, 2015 (the “Purchase
Agreement”), by and among the Company and Purchaser party thereto, including the Holder. Capitalized terms not defined
herein shall have the meanings given to them in the Purchase Agreement. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:


 


(a)          “Aggregate
Exercise Price” means an amount equal to the product of (i) the number of shares of Common Stock in respect of which
this Warrant is being exercised pursuant to Section 2 hereof, multiplied by (ii) the then-current Exercise Price.


 


(b)          “Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York,
New York are authorized or obligated by law or executive order to close.


 


(c)          The
term “Company” shall mean NUGENE INTERNATIONAL, INC. and any person or entity which shall succeed, or assume
the obligations of, NUGENE INTERNATIONAL, INC. hereunder.


 


(d)          The
term “Common Stock” shall mean (i) the Company’s common shares, $0.0001 par value per share; and (ii)
any other securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 




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(e)          The
term “Exercise Price” shall mean $1.50 per share, subject to adjustments as provided herein, however in no event
shall the Exercise Price be adjusted to a price below $0.50 (the “Floor Price”)


 


(f)          The
term “Other Securities” shall mean any stock (other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


(g)          “Trading
Day” means a day on which the principal Trading Market is open for trading.


 


(h)          “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, the OTC Bulletin Board or the OTC Markets (or any successors to any of the foregoing).


 


1.           Term
of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to
5:00 p.m., New York time, on the fifth (5th) anniversary of the date hereof or, if such day is not a Business Day, on the next
preceding Business Day (the “Exercise Period”) the Holder of this Warrant may exercise this Warrant in whole
or in part, of the Common Stock purchasable upon exercise hereof (subject to adjustment as provided herein).


 


2.           Exercise
of Warrant.


 


2.1         Number
of Shares Issuable upon Exercise. From and after the date hereof, the Holder shall be entitled to receive, upon exercise of
this Warrant in whole or in part, upon surrender of this Warrant to the Company at its principal executive office (or an indemnification
undertaking with respect to this Warrant in the case of loss, theft, or destruction), or by delivery of an original or fax copy
of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed,
and payment to the Company of the Aggregate Exercise Price, the Holder shall be entitled to receive, shares of Common Stock of
the Company, subject to adjustment pursuant to Section 5.


 


2.2         Fair
Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean the greater of:


 


(a)         The
closing sale price of a share of common stock on the Issue Date.


 


(b)         If
the Company’s Common Stock is traded on the NYSE MKT or another national exchange, then the closing or last sale price, respectively,
reported for the last Business Day immediately preceding the Determination Date.


 




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(c)          If
the Company’s Common Stock is not traded on the NYSE MKT or another national exchange but is traded on the Over The Counter
Bulletin Board operated by FINRA or the OTC Markets, then the mean of the average of the closing bid and asked prices reported
for the last Business Day immediately preceding the Determination Date.


 


(d)          Except
as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Board of
Directors of the Company jointly agree or in the absence of agreement by arbitration in accordance with the rules then in effect
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided.


 


(e)          If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share
in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares
of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.


 


2.3         Company
Acknowledgment. The Company will, at the time of the exercise of this Warrant, upon the request of the Holder acknowledge in
writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


2.4         Trustee
for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the holders of this
Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto,
all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.


 


3.           Procedure
for Exercise.


 


3.1         Delivery
of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. Not later than three (3)
Trading Days after such date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered,
to the holder (A) a certificate or certificates representing the shares of Common Stock purchased upon exercise of this Warrant
which, on or after the earlier of (i) the six month anniversary of the Issue Date, provided the Holder is not an Affiliate, shall
be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement)
representing the number of shares of Common Stock purchased upon exercise of this Warrant. On or after the six month anniversary
of the Issue Date, provided the Holder is not an Affiliate, the Company shall use its best efforts to deliver any certificate or
certificates required to be delivered by the Company under this Section 3.1 electronically through the Depository Trust Company
or another established clearing corporation performing similar functions.


 




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3.2         Failure
to Deliver Certificates. If, in the case of any Exercise Notice, such certificate or certificates are not delivered to or as
directed by the applicable holder by the Share Delivery Date, the holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Exercise Notice, in which event the Company
shall promptly return to the holder any original Warrant delivered to the Company and the holder shall promptly return to the Company
the Common Stock certificates issued to such holder pursuant to the rescinded Exercise Notice.


 


3.3         Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the shares of Common Stock purchased
upon exercise of this Warrant upon exercise of this Warrant in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the holder or any other person of any obligation to the Company or any violation
or alleged violation of law by the holder or any other person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of such shares of Common Stock purchased upon
exercise of this Warrant; provided, however, that such delivery shall not operate as a waiver by the Company of any
such action the Company may have against the holder. In the event the holder of this Warrant shall elect to exercise any or all
portion hereof, the Company may not refuse exercise based on any claim that the holder or anyone associated or affiliated with
the holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice
to holder, restraining and or enjoining exercise of all or part of this Warrant shall have been sought and obtained, and the Company
posts a surety bond for the benefit of the holder in the amount of 150% of the value of the shares of Common Stock to be purchased
upon exercise of this Warrant, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to the holder to the extent it obtains judgment. In the absence
of such injunction, the Company shall issue the shares of Common Stock purchased upon exercise of this Warrant, upon a properly
noticed exercise. If the Company fails for any reason to deliver to the holder such certificate or certificates pursuant to Section
3.1 by the Share Delivery Date, the Company shall pay to the holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Fair Market Value of the shares of Common Stock to be purchased upon exercise of this Warrant, $10 per Trading Day (increasing
to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading
Day after such Share Delivery Date until such certificates are delivered or holder rescinds such exercise. Nothing herein shall
limit a holder’s right to pursue actual damages for the Company’s failure to deliver the shares of Common Stock purchased
upon exercise of this Warrant within the period specified herein and the holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
The exercise of any such rights shall not prohibit the holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.


 




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3.4         Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the holder,
if the Company fails for any reason to deliver to the holder such certificate or certificates by the Share Delivery Date pursuant
to Section 3.1, and if after such Share Delivery Date the holder is required by its brokerage firm to purchase (in an open market
transaction or otherwise), or the holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the holder of the shares of Common Stock purchased upon exercise of this Warrant which the Holder was entitled to
receive upon the exercise relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay
in cash to the holder (in addition to any other remedies available to or elected by the holder) the amount, if any, by which (x)
the holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the
product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the exercise at issue
multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including
any brokerage commissions) and (B) at the option of the holder, either reissue (if surrendered) this Warrant representing that
number of shares of Common Stock which it represented prior to such exercise (in which case such exercise shall be deemed rescinded)
or deliver to the holder the number of shares of Common Stock that would have been issued if the Company had timely complied with
its delivery requirements under Section 3.1. For example, if the holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with respect to which the actual sale price of
the shares of Common Stock purchased upon exercise of this Warrant (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay
the holder $1,000. The holder shall provide the Company written notice indicating the amounts payable to the holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


 




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3.5         Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a holder shall not have the right to exercise
any portion of this Warrant, to the extent that after giving effect to the exercise set forth on the applicable Exercise Notice,
the holder (together with the holder’s Affiliates, and any Persons acting as a group together with the holder or any of the
holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) exercise of the remaining, exercised
portion of this Warrant beneficially owned by the holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the
limitation contained herein (including, without limitation, any other Warrants or the Debentures) beneficially owned by the holder
or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 3.5, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 3.5 applies, the determination of whether this Warrant is convertible
(in relation to other securities owned by the holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the holder, and the submission of an Exercise Notice shall be deemed to be the holder’s
determination of whether this Warrant may be exercised (in relation to other securities owned by the holder together with any Affiliates)
and which principal amount of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure
compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers an Exercise Notice
that such Exercise Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 3.5, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii)
a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common
Stock outstanding.  Upon the written or oral request of a holder, the Company shall within two Trading Days confirm orally
and in writing to the holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant held by the holder.
The holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 3.5. Any such increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3.5 to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 


3.6         Exercise.


 


(a)          Payment
may be made in cash by wire transfer of immediately available funds to an account designated in writing by the Company, or by certified
or official bank check payable to the order of the Company equal to the Aggregate Exercise Price for the number of Common Shares
specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares
of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined
as provided herein.


 


(b)          Notwithstanding
the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant either (i) in cash by
wire transfer of immediately available funds to an account designated in writing by the Company or by certified or official bank
check payable to the order of the Company equal to the applicable Aggregate Exercise Price, (ii) by delivery of this Warrant, or
shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in
subsection (c) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.


 




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(c)          In
accordance with subsection (b) above, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price
(at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue
to the Holder a number of shares of Common Stock computed using the following formula:


 


		X=	 Y(A-B) 

    A



 


		Where X =	the number of shares of Common Stock to be issued to
the Holder



 


		Y =	the number of shares of Common Stock purchasable under
this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date
of such calculation)



 


		A =	the Fair Market Value of one share of the Company’s
Common Stock



 


		B =	the Exercise Price per share (as adjusted to the date
of such calculation)



 


4.          Effect
of Reorganization, Etc.; Adjustment of Exercise Price.


 


4.1          Reorganization,
Consolidation, Merger, Etc. In case at any time or from time to time the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation
of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date
of such dissolution, as the case may be, upon closing date of any such reorganization, consolidation, merger or sale or transfer
of assets, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation
or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as provided in Section 5.


 


4.2         Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to
be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable by the Holder
pursuant to Section 4.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and
having its principal office in New York, NY as trustee for the Holder (the “Trustee”).


 




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4.3         Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares
of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 5. In the event this Warrant does not continue in full force and effect after the consummation
of the transactions described in this Section 4, then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as contemplated by Section 4.2.


 


5.          Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend
or other distribution on outstanding Common Stock or any preferred stock issued by the Company, (b) subdivide its outstanding shares
of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock,
then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying
the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such
event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall
be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 5. The number
of shares of Common Stock that the Holder shall thereafter, on the exercise hereof as provided in Section 2, be entitled to receive
shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 5) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that
would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise (taking into account the provisions of this Section 5). Notwithstanding the foregoing, in no event
shall the Exercise Price be less than the par value of the Common Stock.


 


6.          Intentionally
Deleted.


 


7.          Pro
Rata Distributions. If the Company, at any time prior to the Expiration Date, shall distribute to all holders of Common Stock
(and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the Fair Market Value determined as of the record date mentioned above, and of
which the numerator shall be such Fair Market Value on such record date less the then per share Fair Market Value at such record
date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided
to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.


 




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8.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any warrant agent of the Company
(appointed pursuant to Section 12 hereof).


 


9.          Reservation
of Stock, Etc., Issuable on Exercise of Warrant. The Company shall at all times reserve and keep available out of its authorized
Common Stock, a number of shares of Common Stock equal to 200% of the full number of shares of Common Stock issuable solely for
issuance and delivery on the exercise of this Warrant.


 


10.       Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender for
exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Transferor’s
expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense
(but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor
thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


11.       Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


12.       Warrant
Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 2, exchanging this Warrant pursuant to Section
9, and replacing this Warrant pursuant to Section 11, or any of the foregoing, and thereafter any such issuance, exchange or replacement,
as the case may be, shall be made at such office by such agent.


 


13.       Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 




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14.       Notices,
Etc. All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished an address to the Company.


 


15.       Holder
Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance
to the Holder of the Common Stock to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder
shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder
to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 


16.       Compliance
with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of
this Section 17 and the restrictive legend requirements set forth on the face of this warrant and further agrees that such Holder
shall not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”).


 


17.       Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL
COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION
OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’
fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other provision hereof. The Company acknowledges that legal
counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against
the other party.


 




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IN WITNESS WHEREOF,
the Company has executed this Warrant as of the date first written above.


 


	 	NUGENE INTERNATIONAL, INC.
	 	 	 
	 	By:	/s/ Ali Kharazmi
	 	Name:	Ali Kharazmi
	 	Title:	Chief Executive Officer


 


Signature Page to Warrant


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To Be Signed Only On Exercise Of Warrant)


 


		TO:	NUGENE INTERNATIONAL, INC.



		Attention:	Chief Financial Officer


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No.____) (as amended, restated or otherwise modified from time to time, the
“Warrant”; capitalized terms used but not defined in this notice shall have the meanings ascribed thereto in the Warrant),
hereby irrevocably elects to purchase (check applicable box):


 


		________	________ shares of the common stock covered by such warrant; or



 


		________	the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise
procedure set forth in Section 3.6.



 


The undersigned herewith
makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________.
Such payment takes the form of (check applicable box or boxes):


 


		________	$__________ in lawful money of the United States; and/or



 


		________	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______
shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or



 


		________	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the
formula set forth in Section 3.6(c), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 3.6.



 


The undersigned
requests that the certificates for such shares be issued in the name of, and delivered to
______________________________________________ whose address is
___________________________________________________________________________.


 


The undersigned is
an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. The undersigned
represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	Dated:	
 	
	

	 	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	 	Address:	

	 	 	 	 	
 


 




     


     


    

 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


 


(To Be Signed Only On Transfer Of Warrant)


 


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of NUGENE INTERNATIONAL,
INC. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its
respective right on the books of NUGENE INTERNATIONAL, INC. with full power of substitution in the premises.


 


	Transferees	 	Address	 	Percentage 

Transferred	 	Number 

Transferred
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


	Dated:	
 	 	
 
	 	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	 	Address:	
 
	 	 	 	 	
 
	 	 	 	 	 
	 	 	 	SIGNED IN THE PRESENCE OF:
	 	 	 	 
	 	 	 	

	 	 	 	(Name)


 


	ACCEPTED AND AGREED:	 
	[TRANSFEREE]	 
	 	 
	 	 
	(Name)	 


 


NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.